U.S. HOME & GARDEN INC.



                           CERTIFICATE OF DESIGNATION
                OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                 SETTING FORTH THE VOTING POWERS, DESIGNATIONS,
              PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
                OTHER SPECIAL RIGHTS, AND OF THE QUALIFICATIONS,
          LIMITATIONS OR RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK



Pursuant to Section 151 of the General Corporation Law of the State of Delaware,
U.S.  Home &  Garden  Inc.,  a  Delaware  corporation  (the  "Corporation"),  in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:



     That  pursuant  to the  authority  given to the  Directors  of the Board of
Directors of the Corporation by Certificate of  Incorporation of the Corporation
(the "Certificate of  Incorporation"),  and in accordance with the provisions of
Section 151 of the General  Corporation Law of the State of Delaware,  the Board
of  Directors  of the  Corporation  on October 1, 1998,  adopted  the  following
resolution  creating a series of Preferred  Stock  designated as Series A Junior
Participating Preferred Stock.

     RESOLVED,  that pursuant to authority conferred upon the Board of Directors
of the  Corporation  by its  Certificate  of  Incorporation,  a  Series A Junior
Participating  Preferred  Stock of the  Corporation is hereby  created,  and the
designation and amount thereof and the voting powers,  preferences and relative,
participating,  optional or other  special  rights of the shares of such series,
and the qualifications, limitations or restrictions thereof, are as follows:

     Section I.  Designation  and Number of  Shares.  The shares of such  series
shall be  designated  as  "Series A Junior  Participating  Cumulative  Preferred
Stock" ("Series A Preferred Stock"). The number of shares initially constituting
the Series A Stock  shall be 20,100;  provided,  however,  that,  if more than a
total of 20,100 shares of Series A Preferred Stock shall be at any time issuable
upon the  exercise  of Rights  (the  "Rights")  issued  pursuant  to the  Rights
Agreement,  dated as of October 1, 1998, between the Corporation and Continental
Stock Transfer and Trust Company,  as Rights Agent, as amended from time to time
(the "Rights Agreement"), the Board of Directors, pursuant to Section 151(g) of

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the DGCL,  shall direct by  resolution  or  resolutions  that a  certificate  be
properly  executed,  acknowledged,  filed and recorded,  in accordance  with the
provisions  of Section 103 thereof,  providing for the total number of shares of
Series A Preferred Stock  authorized to be issued to be increased (to the extent
that the  Certificate  of  Incorporation  then permits) to the largest number of
whole  shares  (rounded up to the  nearest  whole  number)  then  issuable  upon
exercise of such Rights.


     Section II. Dividends and Distributions. 

     A.  Subject  to the  rights of the  holders  of any shares of any series of
Preferred  Stock (or any similar stock) ranking prior and superior to the Series
A Preferred  Stock with respect to dividends,  the holders of shares of Series A
Preferred  Stock,  in preference to the holders of Common Stock and of any other
junior  stock,  shall be entitled to  receive,  when,  as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable  in cash on the  first  day of  March,  June,  September  and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $1.00 or (ii) subject to the provision  for  adjustment  hereinafter  set
forth,  1,000 times the  aggregate per share amount of all cash  dividends,  and
1,000 times the  aggregate  per share  amount  (payable in kind) of all non-cash
dividends  or other  distributions,  other than a dividend  payable in shares of
Common  Stock or a  subdivision  of the  outstanding  shares of Common Stock (by
reclassification  or  otherwise),   declared  on  the  Common  Stock  since  the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred  Stock.  In the event the  Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of  Common  Stock,  then in each such case the  amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under  clause  (ii) of the  preceding  sentence  shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.


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     B. The Corporation shall declare a dividend or distribution on the Series A
Preferred Stock as provided in paragraph (a) of this Section 2 immediately after
it  declares a  dividend  or  distribution  on the Common  Stock  (other  than a
dividend  payable in shares of Common  Stock);  provided  that,  in the event no
dividend or distribution shall have been declared on the Common Stock during the
period  between any  Quarterly  Dividend  Payment  Date and the next  subsequent
Quarterly  Dividend  Payment Date, a dividend of $1.00 per share on the Series A
Preferred  Stock  shall  nevertheless  be payable on such  subsequent  Quarterly
Dividend Payment Date.

     C. Dividends shall begin to accrue and be cumulative on outstanding  shares
of Series A  Preferred  Stock  from the  Quarterly  Dividend  Payment  Date next
preceding  the date of issue of such  shares,  unless  the date of issue of such
shares is prior to the  record  date for the first  Quarterly  Dividend  Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such  shares,  or unless the date of issue is a  Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred  Stock entitled to receive a quarterly  dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred  Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

     Section  III.  Voting  Rights.  The holders of shares of Series A Preferred
Stock shall have the following voting rights:

     A. Subject to the  provision for  adjustment  hereinafter  set forth,  each
share of Series A  Preferred  Stock shall  entitle  the holder  thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the  number of votes per share to which  holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be


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adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

     B. Except as otherwise  provided in this Certificate of  Incorporation,  in
any Preferred Stock  Designation or in any certificate of designations  creating
any similar stock,  or by law, the holders of shares of Series A Preferred Stock
and the  holders of shares of Common  Stock and any other  capital  stock of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

     C. Except as set forth herein, or as otherwise  provided by law, holders of
Series A Preferred  Stock shall have no special  voting rights and their consent
shall not be  required  (except to the  extent  they are  entitled  to vote with
holders of Common Stock as set forth herein) for taking any corporate action.

     Section IV. Certain Restrictions.

     A. Whenever quarterly dividends or other dividends or distributions payable
on the  Series A  Preferred  Stock as  provided  in  Section  2 are in  arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on shares of Series A Preferred Stock  outstanding  shall have
been paid in full, the Corporation shall not:

          1. declare or pay dividends,  or make any other distributions,  on any
     shares of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock;

          2. declare or pay dividends,  or make any other distributions,  on any
     shares  of  stock  ranking  on a parity  (either  as to  dividends  or upon
     liquidation,  dissolution or winding up) with the Series A Preferred Stock,
     except  dividends paid ratably on the Series A Preferred Stock and all such
     parity stock on which  dividends are payable or in arrears in proportion to
     the  total  amounts  to  which  the  holders  of all such  shares  are then
     entitled;

          3. redeem or purchase or otherwise acquire for consideration shares of
     any stock  ranking  junior  (either as to  dividends  or upon  liquidation,
     dissolution or winding up) to the Series A Preferred  Stock,  provided that
     the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
     shares of any such junior  stock in exchange for shares of any stock of the
     Corporation  ranking  junior  (either as to dividends or upon  dissolution,
     liquidation or winding up) to the Series A Preferred Stock; or

          4. redeem or  purchase or  otherwise  acquire  for  consideration  any
     shares of Series A  Preferred  Stock,  or any shares of stock  ranking on a
     parity  with the Series A  Preferred  Stock,  except in  accordance  with a
     purchase  offer made in writing or by  publication  (as  determined  by the
     Board of  Directors)  to all  

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     holders of such  shares  upon such terms as the Board of  Directors,  after
     consideration  of the respective  annual  dividend rates and other relative
     rights  and  preferences  of  the  respective  series  and  classes,  shall
     determine in good faith will result in fair and equitable  treatment  among
     the respective series or classes.

     B. The  Corporation  shall not permit any subsidiary of the  Corporation to
purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     Section  V.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired promptly after the acquisition  thereof.  All such shares shall
upon  their  retirement  become  authorized  but  unissued  shares  of  Series A
Preferred  Stock  and may be  reissued  as  part of a new  series  of  Series  A
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein or in any  Certificate  of  Designations  creating a series of  Preferred
Stock or any similar stock or as otherwise required by law.

     Section VI.  Liquidation,  Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation,  no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series A Preferred Stock unless,
prior  thereto,  the  holders of shares of Series A  Preferred  Stock shall have
received  an amount  equal to accrued  and unpaid  dividends  and  distributions
thereon,  whether or not declared,  to the date of such payment,  plus an amount
equal to the greater of $1.00 per share or an  aggregate  amount per share equal
to 1,000 times the aggregate  amount to be  distributed  per share to holders of
shares of Common  Stock,  or (2) to the holders of shares of stock  ranking on a
parity (either as to dividends or upon  liquidation,  dissolution or winding up)
with the Series A Preferred  Stock,  except  distributions  made  ratably on the
Series A Preferred  Stock and all such parity stock in  proportion  to the total
amounts  to which  the  holders  of all  such  shares  are  entitled  upon  such
liquidation, dissolution or winding up; provided, however, that in the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
aggregate  amount to which  holders of shares of Series A  Preferred  Stock were
entitled  immediately  prior to such event shall be adjusted by multiplying such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event. 


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     Section VII.  Consolidation,  Merger,  etc. In case the  Corporation  shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series A  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 1,000  times the  aggregate  amount of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series A  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     Section VIII. No Redemption.  The shares of Series A Preferred  Stock shall
not be redeemable.

     Section IX. Rank. The Series A Preferred  Stock shall rank, with respect to
the  payment of  dividends  and the  distribution  of assets  upon  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
junior to all other series of the Corporation's Preferred Stock.

     Section X. Amendment.  The Certificate of  Incorporation of the Corporation
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series A Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series A  Preferred  Stock,  voting
together as a single class.


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     IN WITNESS WHEREOF, this Corporation has caused this Certificate to be duly
executed  on its behalf by the  undersigned,  its Chief  Executive  Officer  and
President this 1st day of October, 1998.


                                    U.S. HOME & GARDEN INC.


                                    By: /s/ Robert Kassel       
                                        ------------------------------------- 
                                        Robert Kassel,
                                        Chief Executive Officer and President